1036-00004 · Client 1036 · Closing/Assignments

assignment-membership-interests-westlake.docx DOCUMENT Real Estate

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ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Westlake LLC, a Delaware limited liability company

Dated as of June 6, 2024

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Effective Date"), by and between:

ASSIGNOR:

Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent address at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205);

and

ASSIGNEE:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 (EIN: 52-2198437).

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, GMP Westlake LLC, a Delaware limited liability company (the "Company") (EIN: 84-2415693), was duly formed under the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "Act"), and is a single-purpose Delaware limited liability company formed for the purpose of owning and operating the real property commonly known as the Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77082 (the "Property"), consisting of approximately 624,000 rentable square feet of logistics and distribution space constructed in 2019, and more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Recital A");

WHEREAS, Assignor is the sole member of the Company, holding one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"), as more particularly described on Exhibit B attached hereto and incorporated herein by reference, and no other membership interests or other equity interests in the Company have been issued or are outstanding (the "Recital B");

WHEREAS, this Assignment is being executed and delivered pursuant to that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement, dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement, dated May 28, 2024, collectively, the "PSA"), by and between Assignor, as seller, and Assignee, as buyer, pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning limited liability companies, including the Company, for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000.00), subject to adjustment as provided in the PSA (the "Recital C");

WHEREAS, the Property is encumbered by that certain mortgage loan designated as Loan 1-C made by Pinnacle Federal Bank, N.A., a national banking association (the "Lender"), to the Company pursuant to the Master Loan Agreement dated September 15, 2020, as amended (the "Pinnacle Loan Agreement"), with an outstanding principal balance across all eight loans thereunder (Loans 1-A through 1-H) of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000.00) in the aggregate, of which Loan 1-C is secured by the Property, and Pinnacle Federal Bank, N.A. has consented to the change of control resulting from this Assignment pursuant to a consent letter executed June 4, 2024 (the "Lender Consent"), all as more particularly described on Exhibit C attached hereto and incorporated herein by reference (the "Recital D");

WHEREAS, Assignee desires to accept the assignment of all of Assignor's right, title, and interest in and to the Membership Interests and to assume all obligations and liabilities of Assignor as the sole member of the Company, all upon the terms and conditions set forth herein (the "Recital E"); and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA (the "Recital F").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the consideration paid and delivered by Assignee to Assignor pursuant to the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I — ASSIGNMENT

Section 1.1 — Assignment of Membership Interests.

Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee, effective as of the date hereof, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, restrictions on transfer, and adverse claims of any kind or nature whatsoever, other than (i) Permitted Exceptions (as defined in the PSA) and (ii) the liens and security interests granted in favor of Pinnacle Federal Bank, N.A. securing the Pinnacle Loan Agreement. The Membership Interests so assigned represent all of the issued and outstanding membership interests in the Company, and upon consummation of this Assignment, Assignee shall be the sole record and beneficial owner of all such Membership Interests. This assignment is made without recourse, representation, or warranty, except as expressly set forth herein, in the PSA, and in the other closing documents delivered in connection therewith.

Section 1.2 — Delivery of Certificates or Evidence of Membership Interests.

Concurrently with the execution and delivery of this Assignment, Assignor delivers herewith to Assignee all certificates, instruments, or other evidence of the Membership Interests, if any, together with all membership interest powers, transfer instruments, and other documents necessary or reasonably required to effectuate the transfer of the Membership Interests to Assignee. To the extent that the Membership Interests are uncertificated interests, the Assignor represents that no certificates evidencing the Membership Interests have been issued and that Assignor's delivery of this Assignment, together with the notation of the transfer on the books and records of the Company, shall constitute effective delivery of the Membership Interests to Assignee.

Section 1.3 — Withdrawal of Assignor as Member.

Effective as of the date hereof, Assignor hereby withdraws as a member of the Company and relinquishes all rights, powers, and authority as a member of the Company, including, without limitation, any rights to distributions, allocations of profits and losses, participation in management, and all other rights and interests appurtenant to the Membership Interests. From and after the date hereof, Assignor shall have no further right, title, or interest in or to the Membership Interests or in or to the Company, and shall have no further obligation as a member of the Company except as expressly set forth in Section 2.2 below or as otherwise provided in the PSA or the other closing documents delivered in connection therewith.

ARTICLE II — ASSUMPTION

Section 2.1 — Assumption of Obligations.

Assignee hereby accepts the foregoing assignment of the Membership Interests and assumes and agrees to perform, observe, and discharge, from and after the date hereof, all duties, obligations, and liabilities of Assignor as the sole member of the Company, whether known or unknown, fixed or contingent, matured or unmatured, arising from and after the date hereof, including, without limitation:

(a) All obligations arising under the operating agreement of the Company, as amended and restated as of the date hereof pursuant to the Amended and Restated Operating Agreement of GMP Westlake LLC, dated as of June 6, 2024 (the "A&R Operating Agreement"), including all capital contribution obligations, indemnification obligations, and other obligations of the sole member set forth therein;

(b) All obligations of the Company under all leases, subleases, licenses, and other occupancy agreements affecting the Property (the "Leases"), the Property currently being occupied by tenants including, among others, Cascade Supply Chain Solutions Inc., a Delaware corporation, which leases the entire 624,000 rentable square feet of the Property pursuant to that certain Lease Agreement dated January 15, 2020, as amended, and pays annual base rent of Eight Million Seven Hundred Thirty-Six Thousand Dollars ($8,736,000.00) (approximately $14.00 per rentable square foot per annum), together with all obligations with respect to tenant security deposits, prepaid rents, and other amounts held by the Company for the benefit of tenants under the Leases;

(c) All obligations of the Company under all service contracts, management agreements, vendor agreements, equipment leases, warranties, guarantees, and other contracts and agreements affecting the Property or the operations thereof, including, without limitation, the property management agreement with Greystone Property Services LLC (which shall be terminated effective as of the date hereof pursuant to the terms of the PSA and replaced by a new management agreement with an affiliate of Assignee);

(d) All obligations of the Company as borrower under the Pinnacle Loan Agreement with respect to Loan 1-C, as assumed pursuant to that certain Assumption Agreement dated as of June 6, 2024, by and among the Company, Assignee (as replacement guarantor), and Pinnacle Federal Bank, N.A. (the "Assumption Agreement"), including all payment obligations, reserve and escrow obligations, reporting obligations, and compliance covenants set forth therein, all as more particularly described on Exhibit C attached hereto; and

(e) All other obligations and liabilities of the Company arising from and after the date hereof, including obligations with respect to real property taxes, insurance, environmental compliance, and all applicable laws, ordinances, rules, and regulations.

Section 2.2 — Pre-Closing Obligations.

Notwithstanding Section 2.1 above, Assignor shall remain responsible for all obligations and liabilities of the sole member of the Company arising or accruing prior to the date hereof, including, without limitation, all obligations with respect to the management, operation, and maintenance of the Property prior to the date hereof, subject to the proration and working-capital adjustment provisions of Article IX of the PSA and the preliminary closing proration statement agreed upon by the Parties as of the date hereof (the "Preliminary Proration Statement"). The Parties acknowledge and agree that the final post-closing true-up of all prorations and adjustments contemplated by the PSA and the Preliminary Proration Statement shall be completed within ninety (90) days of the date hereof (i.e., on or before September 4, 2024), in accordance with Section 9.4 of the PSA. Each Party shall cooperate in good faith and provide such information and documentation as may be reasonably necessary to complete the final post-closing true-up in a timely manner. Assignor's obligations under this Section 2.2 shall survive the execution and delivery of this Assignment for the period set forth in the PSA.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows as of the date hereof:

Section 3.1 — Organization and Authority.

Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, as general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to act on behalf of, and bind, the Assignor in connection with the transactions contemplated by this Assignment. Assignor has full limited partnership power and authority to execute, deliver, and perform this Assignment, to assign the Membership Interests, and to consummate the transactions contemplated hereby.

Section 3.2 — Due Authorization.

The execution, delivery, and performance of this Assignment by Assignor has been duly and validly authorized by all necessary limited partnership and limited liability company action on the part of Assignor and Greystone Meridian Capital LLC, as general partner of Assignor. No additional consent, approval, authorization, or other action by any partner, member, manager, or other person or entity is required in connection with the execution, delivery, and performance of this Assignment by Assignor. The person executing this Assignment on behalf of Assignor is duly authorized to do so pursuant to the limited partnership agreement of Assignor and the operating agreement of Greystone Meridian Capital LLC, and this Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 3.3 — Title to Membership Interests.

Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. Assignor holds the Membership Interests free and clear of all liens, claims, encumbrances, pledges, options, charges, security interests, restrictions on transfer, voting trusts, proxies, and adverse claims of any kind or nature whatsoever, other than (i) those liens and security interests created under or in connection with the Pinnacle Loan Agreement and the related loan documents and (ii) Permitted Exceptions (as defined in the PSA). There are no outstanding agreements, commitments, or understandings relating to the issuance, sale, transfer, or disposition of any membership interests or other equity interests in the Company, other than pursuant to the PSA and this Assignment.

Section 3.4 — No Conflicts.

The execution and delivery of this Assignment by Assignor, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of or default under (with or without the giving of notice or the lapse of time, or both) any provision of (i) the limited partnership agreement of Assignor or the operating agreement of Greystone Meridian Capital LLC, (ii) the operating agreement of the Company, or (iii) any agreement, instrument, contract, mortgage, deed of trust, indenture, license, permit, order, judgment, decree, or other obligation to which Assignor or the Company is a party or by which the Membership Interests or any of Assignor's or the Company's assets are bound, including, without limitation, the Pinnacle Loan Agreement (the Lender having consented to the transactions contemplated by this Assignment pursuant to the Lender Consent dated June 4, 2024); (b) result in the creation or imposition of any lien, encumbrance, or charge upon the Membership Interests or any asset of the Company (other than Permitted Exceptions and liens securing the Pinnacle Loan Agreement); or (c) require any consent, approval, authorization, or other action by, or filing with or notification to, any governmental authority or any other person or entity, except for such consents, approvals, authorizations, filings, or notifications as have been obtained or made prior to the date hereof.

Section 3.5 — The Company.

The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business as a foreign limited liability company in the State of Texas, which is the only jurisdiction in which the nature of its business or the ownership of its properties requires such qualification. The Company has no subsidiaries and holds no equity interests, whether direct or indirect, in any other entity. The Membership Interests constitute all of the issued and outstanding membership interests in the Company, and no other classes, series, or types of membership interests or other equity interests in the Company have been authorized, issued, or are outstanding. The Company was formed for the sole and exclusive purpose of owning and operating the Property.

Section 3.6 — Bring-Down.

The representations and warranties of Assignor set forth in the PSA (including, without limitation, those set forth in Article V thereof), as brought down to the date hereof pursuant to the Seller's Closing Certificate delivered concurrently herewith, are incorporated herein by reference as if set forth in full and shall survive the execution and delivery of this Assignment as and to the extent provided in the PSA. Without limiting the generality of the foregoing, the Parties acknowledge and agree that (a) the general representations and warranties of Assignor set forth in the PSA shall survive for a period of eighteen (18) months from the date hereof (i.e., until December 6, 2025), and (b) the representations and warranties of Assignor relating to tax matters set forth in the PSA shall survive for a period of thirty-six (36) months from the date hereof (i.e., until June 6, 2027), in each case subject to the limitations on liability and other provisions set forth in the PSA, including the representation and warranty insurance policy obtained by Assignee.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows as of the date hereof:

Section 4.1 — Organization and Authority.

Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee has full power and authority under its Declaration of Trust and Bylaws, and under applicable law, to execute, deliver, and perform this Assignment, to accept the assignment of the Membership Interests, to assume the obligations set forth herein, and to consummate the transactions contemplated hereby.

Section 4.2 — Due Authorization.

The execution, delivery, and performance of this Assignment by Assignee has been duly and validly authorized by all necessary action on the part of Assignee, including, without limitation, approval by the Board of Trustees of Fairwater Real Estate Investment Trust. The person executing this Assignment on behalf of Assignee is duly authorized to do so, and this Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 4.3 — Bring-Down.

The representations and warranties of Assignee set forth in the PSA (including, without limitation, those set forth in Article VI thereof), as brought down to the date hereof pursuant to the Buyer's Closing Certificate delivered concurrently herewith, are incorporated herein by reference as if set forth in full and shall survive the execution and delivery of this Assignment as and to the extent provided in the PSA.

ARTICLE V — ADMISSION OF ASSIGNEE AS SOLE MEMBER

Section 5.1 — Admission.

Effective as of the date hereof, Assignee is hereby admitted as the sole member of the Company and shall have all rights, powers, privileges, and authority of the sole member of the Company under the Act and under the A&R Operating Agreement, including, without limitation, the right to manage the business and affairs of the Company, to make all decisions with respect to the Company and the Property, to execute documents on behalf of the Company, and to receive all distributions and allocations of profits and losses of the Company. The admission of Assignee as the sole member of the Company, and the withdrawal of Assignor as a member of the Company pursuant to Section 1.3 above, shall be reflected on the books and records of the Company.

Section 5.2 — Amended and Restated Operating Agreement.

Concurrently with the execution and delivery of this Assignment, Assignee has executed and delivered the A&R Operating Agreement of GMP Westlake LLC, dated as of the date hereof, which reflects Assignee as the sole member of the Company and sets forth the rights, duties, and obligations of Assignee in its capacity as the sole member. The A&R Operating Agreement supersedes and replaces in its entirety the prior operating agreement of the Company, as amended.

Section 5.3 — Manager/Member Filings.

Assignee shall promptly, and in any event within thirty (30) days following the date hereof, cause appropriate filings to be made with the Delaware Secretary of State and the Texas Secretary of State, as applicable, to reflect the change of ownership and management of the Company resulting from this Assignment, including, without limitation, the filing of any Certificate of Amendment to the Certificate of Formation of the Company, any updated Annual Report, any change of registered agent filing, and any other filings required by applicable law. Assignee shall bear all costs and expenses associated with such filings. Assignor shall reasonably cooperate with Assignee in connection with any such filings, at no out-of-pocket cost to Assignor.

ARTICLE VI — FURTHER ASSURANCES

Section 6.1 — Further Actions.

Each Party hereby covenants and agrees to execute, acknowledge, deliver, file, record, and publish, or cause to be executed, acknowledged, delivered, filed, recorded, and published, such further instruments, documents, certificates, acts, and filings as may be reasonably required, necessary, or desirable to carry out the intent and purposes of this Assignment and to fully effectuate the transfer of the Membership Interests from Assignor to Assignee. Without limiting the generality of the foregoing, such further actions shall include, without limitation:

(a) The execution and delivery of UCC-3 amendments or UCC-3 termination statements as may be required to release any UCC-1 financing statements filed by or on behalf of Assignor or its affiliates that secure Assignor's interest in the Membership Interests;

(b) The execution and delivery of any documents or instruments required by Pinnacle Federal Bank, N.A. in connection with the consummation of the transactions contemplated by this Assignment, to the extent not previously executed and delivered;

(c) The execution and delivery of any transfer tax returns, declarations, or other filings required by applicable law in connection with the transfer of the Membership Interests; and

(d) The delivery of such additional information or documentation as may be reasonably requested by either Party to confirm or evidence the transfer of the Membership Interests and the assumption of the obligations set forth herein.

Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Section 6.1, except as otherwise provided in the PSA.

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law.

This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provisions of the PSA. Notwithstanding the foregoing, matters relating to the internal affairs of the Company, including, without limitation, the formation, organization, governance, dissolution, and winding up of the Company, and the rights, duties, and obligations of the members and managers thereof, shall be governed by the Act and the A&R Operating Agreement.

Section 7.2 — Binding Effect.

This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as otherwise provided in the PSA.

Section 7.3 — Entire Agreement.

This Assignment, together with the PSA (including all exhibits, schedules, and amendments thereto, including, without limitation, Schedule 2-3 with respect to the Company and the Property) and the other closing documents, instruments, and agreements executed and delivered pursuant thereto or in connection therewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, understandings, and negotiations, whether written or oral, with respect to such subject matter.

Section 7.4 — Amendment.

This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, nor shall any waiver constitute a continuing waiver.

Section 7.5 — Counterparts.

This Assignment may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by portable document format (PDF) or by any electronic signature method compliant with the federal Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or any applicable state law governing electronic signatures, shall be deemed original signatures and shall be binding upon the Parties.

Section 7.6 — Severability.

If any term, provision, covenant, or condition of this Assignment, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Assignment, and the application of such term, provision, covenant, or condition to other persons, entities, or circumstances, shall not be affected thereby and shall continue in full force and effect. The Parties shall negotiate in good faith to replace any such invalid, illegal, void, or unenforceable term with a valid and enforceable term that most closely approximates the original intent of the Parties.

Section 7.7 — Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the PSA. For the avoidance of doubt, notices shall be delivered to the following addresses (or to such other address as a Party may designate by notice given in accordance with this Section 7.7):

If to Assignor:

Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell and Elise Rathborne

Telephone: (404) 555-7100

Email: vlansdell@greystonemeridian.com; erathborne@greystonemeridian.com

With a copy (which shall not constitute notice) to:

Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Attention: Nathaniel Pryce

Telephone: (212) 555-3400

Email: npryce@blackridgehayes.com

If to Assignee:

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: Marcus Devereaux and David Elgin Park

Telephone: (410) 555-8200

Email: mdevereaux@fairwaterreit.com; depark@fairwaterreit.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild

Telephone: (212) 555-6100

Email: dfairchild@calderwoodharkness.com

Section 7.8 — No Third-Party Beneficiaries.

Except as otherwise expressly provided in the PSA with respect to indemnification, representations and warranties insurance matters, and other specified third-party rights, nothing in this Assignment, whether express or implied, is intended to confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Assignment.

Section 7.9 — Relationship to PSA.

This Assignment is delivered pursuant to and in furtherance of the PSA and the transactions contemplated thereby. In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the PSA, the terms and provisions of the PSA shall control and govern. Nothing in this Assignment is intended to modify, amend, supplement, or supersede any term, provision, covenant, condition, representation, warranty, or agreement set forth in the PSA, including, without limitation, any indemnification obligation, survival period, limitation on liability, or other provision set forth therein. The Parties acknowledge and agree that this Assignment is one of the closing deliverables required under Article X of the PSA and is subject in all respects to the terms and conditions thereof.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests as of the date first written above.

ASSIGNOR:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

ASSIGNEE:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

EXHIBIT A

DESCRIPTION OF PROPERTY

The real property owned by GMP Westlake LLC, a Delaware limited liability company, is described as follows:

Property Name: Westlake Distribution Hub

Street Address: 11500 Westlake Parkway, Houston, Texas 77082

Property Type: Logistics / Distribution

Approximate Rentable square Feet: 624,000 RSF

Year Built: 2019

Tax Parcel Identification Number(s): Harris County Tax Assessor-Collector Parcel Nos. 041-285-007-0001 and 041-285-007-0002

Legal Description:

Being a tract or parcel of land situated in Harris County, Texas, containing approximately 42.78 acres of land, more or less, being a portion of the Samuel May Survey, Abstract No. 537, and being more particularly described by metes and bounds in that certain Special Warranty Deed recorded under Harris County Clerk's File No. 2019-384721, Official Public Records of Real Property, Harris County, Texas, and as depicted on that certain ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Texas Registration No. 5847), Project No. MLS-2024-0312, dated February 15, 2024, last revised May 20, 2024, certified to Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and Pinnacle Federal Bank, N.A. (the "Survey"), which Survey is incorporated herein by this reference.

Together with all buildings, improvements, structures, fixtures, and appurtenances situated thereon, and all easements, rights-of-way, privileges, and appurtenances benefiting, belonging to, or in any way appertaining to the above-described real property, including, without limitation, all right, title, and interest of the Company in and to any streets, alleys, passages, and other rights-of-way included therein or adjacent thereto.

Subject to all matters of record and all matters that would be disclosed by an accurate survey and inspection of the Property, including, without limitation, the Permitted Exceptions set forth on Schedule B-2 of the owner's title insurance policy issued by Commonwealth National Title Insurance Company concurrently herewith.

EXHIBIT B

DESCRIPTION OF MEMBERSHIP INTERESTS

The membership interests assigned pursuant to this Assignment and Assumption of Membership Interests are described as follows:

Issuer: GMP Westlake LLC, a Delaware limited liability company

EIN: 84-2415693

State of Formation: Delaware

Date of Formation: August 12, 2019, pursuant to the Certificate of Formation of GMP Westlake LLC filed with the Secretary of State of the State of Delaware on such date (File No. 7614832)

Foreign Qualification: The Company is qualified to transact business as a foreign limited liability company in the State of Texas, pursuant to the Application for Registration filed with the Texas Secretary of State on September 5, 2019 (File No. 0803547219)

Membership Interests Assigned: One hundred percent (100%) of the issued and outstanding membership interests in the Company

Certificate Numbers: The Membership Interests are uncertificated. No certificates evidencing the Membership Interests have been issued. The transfer of the Membership Interests shall be reflected on the books and records of the Company and evidenced by this Assignment.

Classes of Interests: There is only one class of membership interests authorized, issued, and outstanding in the Company. No other classes, series, or types of membership interests or other equity interests (including, without limitation, any profits interests, incentive interests, preferred interests, or convertible interests) have been authorized, issued, reserved for issuance, or are outstanding.

Prior Sole Member: Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership

New Sole Member: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust

Operating Agreement: The rights, obligations, and economic interests associated with the Membership Interests are governed by the Amended and Restated Operating Agreement of GMP Westlake LLC, dated as of June 6, 2024, executed by Fairwater Real Estate Investment Trust as the sole member of the Company, which supersedes and replaces in its entirety the prior Operating Agreement of GMP Westlake LLC, dated as of August 12, 2019, as amended.

EXHIBIT C

ASSUMED LOAN SUMMARY — LOAN 1-C

The following is a summary of the material terms of the assumed loan relating to the Property. This summary is provided for informational purposes and is qualified in its entirety by reference to the Pinnacle Loan Agreement and the related loan documents.

Cross-References:

1. Assumption Agreement — Pinnacle Loans (Execution Version), dated June 6, 2024, by and among GMP Westlake LLC, Fairwater Real Estate Investment Trust (as replacement guarantor), and Pinnacle Federal Bank, N.A., pursuant to which the Company's obligations under Loan 1-C are confirmed and Fairwater Real Estate Investment Trust assumes the carve-out guaranty obligations with respect thereto.

2. Replacement Guaranty — Pinnacle Loans (Execution Version), dated June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., pursuant to which Fairwater Real Estate Investment Trust guarantees certain recourse carve-out obligations of the Company under the Pinnacle Loan Agreement with respect to Loan 1-C, replacing in its entirety the prior guaranty of Greystone Meridian Partners Fund III, L.P.

3. Lender Consent Letter, dated June 4, 2024, executed by Pinnacle Federal Bank, N.A., consenting to the transfer of the Membership Interests and the change of control of the Company from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust, subject to the terms and conditions set forth therein.

[End of Exhibit C]

Item	Detail
Lender	Pinnacle Federal Bank, N.A., a national banking association
Lender Address	600 Travis Street, Suite 4400, Houston, Texas 77002
Lender Contact	Bradley Carston, Senior Vice President
Lender Counsel	Whitfield & Archer LLP (Sandra Whitfield, Partner), 717 Texas Avenue, Suite 2500, Houston, Texas 77002
Loan Designation	Loan 1-C under the Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022, and that certain Second Amendment to Master Loan Agreement dated November 15, 2023
Interest Rate	Fixed rate of 4.22% per annum
Maturity Date	July 1, 2028
Outstanding Principal Balance	The portion of the aggregate $421,600,000.00 outstanding principal balance (across Loans 1-A through 1-H) allocated to Loan 1-C, as specified in the Loan 1-C Supplement to the Master Loan Agreement (the "Loan 1-C Supplement")
Collateral	The Property and all related assets of the Company, as more particularly described in the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing recorded against the Property
Consent	Consent to change of control executed June 4, 2024, by Pinnacle Federal Bank, N.A. (the "Lender Consent")
Consent Fee	Pinnacle Federal Bank, N.A.'s aggregate consent fee of $1,054,000.00 (representing 0.25% of the aggregate outstanding principal balance of $421,600,000.00 across Loans 1-A through 1-H); the allocated portion attributable to Loan 1-C shall be determined pro rata based on the outstanding principal balance of Loan 1-C relative to the aggregate outstanding principal balance, as set forth in the Lender Consent
Original Guarantor	Greystone Meridian Partners Fund III, L.P. (as carve-out guarantor under the original Guaranty Agreement dated September 15, 2020)
Replacement Guarantor	Fairwater Real Estate Investment Trust, replacing Greystone Meridian Partners Fund III, L.P., as carve-out guarantor, effective as of the date hereof
Guarantor Financial Covenants	The Replacement Guarantor shall maintain at all times during the term of the loan: (i) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000.00); and (ii) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000.00), in each case as determined in accordance with GAAP and tested as of the end of each fiscal quarter

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Westlake LLC, a Delaware limited liability company
Dated as of June 6, 2024
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Effective Date"), by and between:
ASSIGNOR:
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company, having its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent address at 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205);
and
ASSIGNEE:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Assignee" or "Buyer"), having its principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 (EIN: 52-2198437).
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, GMP Westlake LLC, a Delaware limited liability company (the "Company") (EIN: 84-2415693), was duly formed under the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "Act"), and is a single-purpose Delaware limited liability company formed for the purpose of owning and operating the real property commonly known as the Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77082 (the "Property"), consisting of approximately 624,000 rentable square feet of logistics and distribution space constructed in 2019, and more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Recital A");
WHEREAS, Assignor is the sole member of the Company, holding one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"), as more particularly described on Exhibit B attached hereto and incorporated herein by reference, and no other membership interests or other equity interests in the Company have been issued or are outstanding (the "Recital B");
WHEREAS, this Assignment is being executed and delivered pursuant to that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement, dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement, dated May 28, 2024, collectively, the "PSA"), by and between Assignor, as seller, and Assignee, as buyer, pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning limited liability companies, including the Company, for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000.00), subject to adjustment as provided in the PSA (the "Recital C");
WHEREAS, the Property is encumbered by that certain mortgage loan designated as Loan 1-C made by Pinnacle Federal Bank, N.A., a national banking association (the "Lender"), to the Company pursuant to the Master Loan Agreement dated September 15, 2020, as amended (the "Pinnacle Loan Agreement"), with an outstanding principal balance across all eight loans thereunder (Loans 1-A through 1-H) of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000.00) in the aggregate, of which Loan 1-C is secured by the Property, and Pinnacle Federal Bank, N.A. has consented to the change of control resulting from this Assignment pursuant to a consent letter executed June 4, 2024 (the "Lender Consent"), all as more particularly described on Exhibit C attached hereto and incorporated herein by reference (the "Recital D");
WHEREAS, Assignee desires to accept the assignment of all of Assignor's right, title, and interest in and to the Membership Interests and to assume all obligations and liabilities of Assignor as the sole member of the Company, all upon the terms and conditions set forth herein (the "Recital E"); and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA (the "Recital F").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the consideration paid and delivered by Assignee to Assignor pursuant to the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE I — ASSIGNMENT
Section 1.1 — Assignment of Membership Interests.
Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee, effective as of the date hereof, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, restrictions on transfer, and adverse claims of any kind or nature whatsoever, other than (i) Permitted Exceptions (as defined in the PSA) and (ii) the liens and security interests granted in favor of Pinnacle Federal Bank, N.A. securing the Pinnacle Loan Agreement. The Membership Interests so assigned represent all of the issued and outstanding membership interests in the Company, and upon consummation of this Assignment, Assignee shall be the sole record and beneficial owner of all such Membership Interests. This assignment is made without recourse, representation, or warranty, except as expressly set forth herein, in the PSA, and in the other closing documents delivered in connection therewith.
Section 1.2 — Delivery of Certificates or Evidence of Membership Interests.
Concurrently with the execution and delivery of this Assignment, Assignor delivers herewith to Assignee all certificates, instruments, or other evidence of the Membership Interests, if any, together with all membership interest powers, transfer instruments, and other documents necessary or reasonably required to effectuate the transfer of the Membership Interests to Assignee. To the extent that the Membership Interests are uncertificated interests, the Assignor represents that no certificates evidencing the Membership Interests have been issued and that Assignor's delivery of this Assignment, together with the notation of the transfer on the books and records of the Company, shall constitute effective delivery of the Membership Interests to Assignee.
Section 1.3 — Withdrawal of Assignor as Member.
Effective as of the date hereof, Assignor hereby withdraws as a member of the Company and relinquishes all rights, powers, and authority as a member of the Company, including, without limitation, any rights to distributions, allocations of profits and losses, participation in management, and all other rights and interests appurtenant to the Membership Interests. From and after the date hereof, Assignor shall have no further right, title, or interest in or to the Membership Interests or in or to the Company, and shall have no further obligation as a member of the Company except as expressly set forth in Section 2.2 below or as otherwise provided in the PSA or the other closing documents delivered in connection therewith.
ARTICLE II — ASSUMPTION
Section 2.1 — Assumption of Obligations.
Assignee hereby accepts the foregoing assignment of the Membership Interests and assumes and agrees to perform, observe, and discharge, from and after the date hereof, all duties, obligations, and liabilities of Assignor as the sole member of the Company, whether known or unknown, fixed or contingent, matured or unmatured, arising from and after the date hereof, including, without limitation:
(a) All obligations arising under the operating agreement of the Company, as amended and restated as of the date hereof pursuant to the Amended and Restated Operating Agreement of GMP Westlake LLC, dated as of June 6, 2024 (the "A&R Operating Agreement"), including all capital contribution obligations, indemnification obligations, and other obligations of the sole member set forth therein;
(b) All obligations of the Company under all leases, subleases, licenses, and other occupancy agreements affecting the Property (the "Leases"), the Property currently being occupied by tenants including, among others, Cascade Supply Chain Solutions Inc., a Delaware corporation, which leases the entire 624,000 rentable square feet of the Property pursuant to that certain Lease Agreement dated January 15, 2020, as amended, and pays annual base rent of Eight Million Seven Hundred Thirty-Six Thousand Dollars ($8,736,000.00) (approximately $14.00 per rentable square foot per annum), together with all obligations with respect to tenant security deposits, prepaid rents, and other amounts held by the Company for the benefit of tenants under the Leases;
(c) All obligations of the Company under all service contracts, management agreements, vendor agreements, equipment leases, warranties, guarantees, and other contracts and agreements affecting the Property or the operations thereof, including, without limitation, the property management agreement with Greystone Property Services LLC (which shall be terminated effective as of the date hereof pursuant to the terms of the PSA and replaced by a new management agreement with an affiliate of Assignee);
(d) All obligations of the Company as borrower under the Pinnacle Loan Agreement with respect to Loan 1-C, as assumed pursuant to that certain Assumption Agreement dated as of June 6, 2024, by and among the Company, Assignee (as replacement guarantor), and Pinnacle Federal Bank, N.A. (the "Assumption Agreement"), including all payment obligations, reserve and escrow obligations, reporting obligations, and compliance covenants set forth therein, all as more particularly described on Exhibit C attached hereto; and
(e) All other obligations and liabilities of the Company arising from and after the date hereof, including obligations with respect to real property taxes, insurance, environmental compliance, and all applicable laws, ordinances, rules, and regulations.
Section 2.2 — Pre-Closing Obligations.
Notwithstanding Section 2.1 above, Assignor shall remain responsible for all obligations and liabilities of the sole member of the Company arising or accruing prior to the date hereof, including, without limitation, all obligations with respect to the management, operation, and maintenance of the Property prior to the date hereof, subject to the proration and working-capital adjustment provisions of Article IX of the PSA and the preliminary closing proration statement agreed upon by the Parties as of the date hereof (the "Preliminary Proration Statement"). The Parties acknowledge and agree that the final post-closing true-up of all prorations and adjustments contemplated by the PSA and the Preliminary Proration Statement shall be completed within ninety (90) days of the date hereof (i.e., on or before September 4, 2024), in accordance with Section 9.4 of the PSA. Each Party shall cooperate in good faith and provide such information and documentation as may be reasonably necessary to complete the final post-closing true-up in a timely manner. Assignor's obligations under this Section 2.2 shall survive the execution and delivery of this Assignment for the period set forth in the PSA.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows as of the date hereof:
Section 3.1 — Organization and Authority.
Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, as general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to act on behalf of, and bind, the Assignor in connection with the transactions contemplated by this Assignment. Assignor has full limited partnership power and authority to execute, deliver, and perform this Assignment, to assign the Membership Interests, and to consummate the transactions contemplated hereby.
Section 3.2 — Due Authorization.
The execution, delivery, and performance of this Assignment by Assignor has been duly and validly authorized by all necessary limited partnership and limited liability company action on the part of Assignor and Greystone Meridian Capital LLC, as general partner of Assignor. No additional consent, approval, authorization, or other action by any partner, member, manager, or other person or entity is required in connection with the execution, delivery, and performance of this Assignment by Assignor. The person executing this Assignment on behalf of Assignor is duly authorized to do so pursuant to the limited partnership agreement of Assignor and the operating agreement of Greystone Meridian Capital LLC, and this Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 3.3 — Title to Membership Interests.
Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. Assignor holds the Membership Interests free and clear of all liens, claims, encumbrances, pledges, options, charges, security interests, restrictions on transfer, voting trusts, proxies, and adverse claims of any kind or nature whatsoever, other than (i) those liens and security interests created under or in connection with the Pinnacle Loan Agreement and the related loan documents and (ii) Permitted Exceptions (as defined in the PSA). There are no outstanding agreements, commitments, or understandings relating to the issuance, sale, transfer, or disposition of any membership interests or other equity interests in the Company, other than pursuant to the PSA and this Assignment.
Section 3.4 — No Conflicts.
The execution and delivery of this Assignment by Assignor, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of or default under (with or without the giving of notice or the lapse of time, or both) any provision of (i) the limited partnership agreement of Assignor or the operating agreement of Greystone Meridian Capital LLC, (ii) the operating agreement of the Company, or (iii) any agreement, instrument, contract, mortgage, deed of trust, indenture, license, permit, order, judgment, decree, or other obligation to which Assignor or the Company is a party or by which the Membership Interests or any of Assignor's or the Company's assets are bound, including, without limitation, the Pinnacle Loan Agreement (the Lender having consented to the transactions contemplated by this Assignment pursuant to the Lender Consent dated June 4, 2024); (b) result in the creation or imposition of any lien, encumbrance, or charge upon the Membership Interests or any asset of the Company (other than Permitted Exceptions and liens securing the Pinnacle Loan Agreement); or (c) require any consent, approval, authorization, or other action by, or filing with or notification to, any governmental authority or any other person or entity, except for such consents, approvals, authorizations, filings, or notifications as have been obtained or made prior to the date hereof.
Section 3.5 — The Company.
The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business as a foreign limited liability company in the State of Texas, which is the only jurisdiction in which the nature of its business or the ownership of its properties requires such qualification. The Company has no subsidiaries and holds no equity interests, whether direct or indirect, in any other entity. The Membership Interests constitute all of the issued and outstanding membership interests in the Company, and no other classes, series, or types of membership interests or other equity interests in the Company have been authorized, issued, or are outstanding. The Company was formed for the sole and exclusive purpose of owning and operating the Property.
Section 3.6 — Bring-Down.
The representations and warranties of Assignor set forth in the PSA (including, without limitation, those set forth in Article V thereof), as brought down to the date hereof pursuant to the Seller's Closing Certificate delivered concurrently herewith, are incorporated herein by reference as if set forth in full and shall survive the execution and delivery of this Assignment as and to the extent provided in the PSA. Without limiting the generality of the foregoing, the Parties acknowledge and agree that (a) the general representations and warranties of Assignor set forth in the PSA shall survive for a period of eighteen (18) months from the date hereof (i.e., until December 6, 2025), and (b) the representations and warranties of Assignor relating to tax matters set forth in the PSA shall survive for a period of thirty-six (36) months from the date hereof (i.e., until June 6, 2027), in each case subject to the limitations on liability and other provisions set forth in the PSA, including the representation and warranty insurance policy obtained by Assignee.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows as of the date hereof:
Section 4.1 — Organization and Authority.
Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee has full power and authority under its Declaration of Trust and Bylaws, and under applicable law, to execute, deliver, and perform this Assignment, to accept the assignment of the Membership Interests, to assume the obligations set forth herein, and to consummate the transactions contemplated hereby.
Section 4.2 — Due Authorization.
The execution, delivery, and performance of this Assignment by Assignee has been duly and validly authorized by all necessary action on the part of Assignee, including, without limitation, approval by the Board of Trustees of Fairwater Real Estate Investment Trust. The person executing this Assignment on behalf of Assignee is duly authorized to do so, and this Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 4.3 — Bring-Down.
The representations and warranties of Assignee set forth in the PSA (including, without limitation, those set forth in Article VI thereof), as brought down to the date hereof pursuant to the Buyer's Closing Certificate delivered concurrently herewith, are incorporated herein by reference as if set forth in full and shall survive the execution and delivery of this Assignment as and to the extent provided in the PSA.
ARTICLE V — ADMISSION OF ASSIGNEE AS SOLE MEMBER
Section 5.1 — Admission.
Effective as of the date hereof, Assignee is hereby admitted as the sole member of the Company and shall have all rights, powers, privileges, and authority of the sole member of the Company under the Act and under the A&R Operating Agreement, including, without limitation, the right to manage the business and affairs of the Company, to make all decisions with respect to the Company and the Property, to execute documents on behalf of the Company, and to receive all distributions and allocations of profits and losses of the Company. The admission of Assignee as the sole member of the Company, and the withdrawal of Assignor as a member of the Company pursuant to Section 1.3 above, shall be reflected on the books and records of the Company.
Section 5.2 — Amended and Restated Operating Agreement.
Concurrently with the execution and delivery of this Assignment, Assignee has executed and delivered the A&R Operating Agreement of GMP Westlake LLC, dated as of the date hereof, which reflects Assignee as the sole member of the Company and sets forth the rights, duties, and obligations of Assignee in its capacity as the sole member. The A&R Operating Agreement supersedes and replaces in its entirety the prior operating agreement of the Company, as amended.
Section 5.3 — Manager/Member Filings.
Assignee shall promptly, and in any event within thirty (30) days following the date hereof, cause appropriate filings to be made with the Delaware Secretary of State and the Texas Secretary of State, as applicable, to reflect the change of ownership and management of the Company resulting from this Assignment, including, without limitation, the filing of any Certificate of Amendment to the Certificate of Formation of the Company, any updated Annual Report, any change of registered agent filing, and any other filings required by applicable law. Assignee shall bear all costs and expenses associated with such filings. Assignor shall reasonably cooperate with Assignee in connection with any such filings, at no out-of-pocket cost to Assignor.
ARTICLE VI — FURTHER ASSURANCES
Section 6.1 — Further Actions.
Each Party hereby covenants and agrees to execute, acknowledge, deliver, file, record, and publish, or cause to be executed, acknowledged, delivered, filed, recorded, and published, such further instruments, documents, certificates, acts, and filings as may be reasonably required, necessary, or desirable to carry out the intent and purposes of this Assignment and to fully effectuate the transfer of the Membership Interests from Assignor to Assignee. Without limiting the generality of the foregoing, such further actions shall include, without limitation:
(a) The execution and delivery of UCC-3 amendments or UCC-3 termination statements as may be required to release any UCC-1 financing statements filed by or on behalf of Assignor or its affiliates that secure Assignor's interest in the Membership Interests;
(b) The execution and delivery of any documents or instruments required by Pinnacle Federal Bank, N.A. in connection with the consummation of the transactions contemplated by this Assignment, to the extent not previously executed and delivered;
(c) The execution and delivery of any transfer tax returns, declarations, or other filings required by applicable law in connection with the transfer of the Membership Interests; and
(d) The delivery of such additional information or documentation as may be reasonably requested by either Party to confirm or evidence the transfer of the Membership Interests and the assumption of the obligations set forth herein.
Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Section 6.1, except as otherwise provided in the PSA.
ARTICLE VII — GENERAL PROVISIONS
Section 7.1 — Governing Law.
This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provisions of the PSA. Notwithstanding the foregoing, matters relating to the internal affairs of the Company, including, without limitation, the formation, organization, governance, dissolution, and winding up of the Company, and the rights, duties, and obligations of the members and managers thereof, shall be governed by the Act and the A&R Operating Agreement.
Section 7.2 — Binding Effect.
This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as otherwise provided in the PSA.
Section 7.3 — Entire Agreement.
This Assignment, together with the PSA (including all exhibits, schedules, and amendments thereto, including, without limitation, Schedule 2-3 with respect to the Company and the Property) and the other closing documents, instruments, and agreements executed and delivered pursuant thereto or in connection therewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, understandings, and negotiations, whether written or oral, with respect to such subject matter.
Section 7.4 — Amendment.
This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default, nor shall any waiver constitute a continuing waiver.
Section 7.5 — Counterparts.
This Assignment may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by portable document format (PDF) or by any electronic signature method compliant with the federal Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or any applicable state law governing electronic signatures, shall be deemed original signatures and shall be binding upon the Parties.
Section 7.6 — Severability.
If any term, provision, covenant, or condition of this Assignment, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Assignment, and the application of such term, provision, covenant, or condition to other persons, entities, or circumstances, shall not be affected thereby and shall continue in full force and effect. The Parties shall negotiate in good faith to replace any such invalid, illegal, void, or unenforceable term with a valid and enforceable term that most closely approximates the original intent of the Parties.
Section 7.7 — Notices.
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the PSA. For the avoidance of doubt, notices shall be delivered to the following addresses (or to such other address as a Party may designate by notice given in accordance with this Section 7.7):
If to Assignor:
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell and Elise Rathborne
Telephone: (404) 555-7100
Email: vlansdell@greystonemeridian.com; erathborne@greystonemeridian.com
With a copy (which shall not constitute notice) to:
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce
Telephone: (212) 555-3400
Email: npryce@blackridgehayes.com
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux and David Elgin Park
Telephone: (410) 555-8200
Email: mdevereaux@fairwaterreit.com; depark@fairwaterreit.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Telephone: (212) 555-6100
Email: dfairchild@calderwoodharkness.com
Section 7.8 — No Third-Party Beneficiaries.
Except as otherwise expressly provided in the PSA with respect to indemnification, representations and warranties insurance matters, and other specified third-party rights, nothing in this Assignment, whether express or implied, is intended to confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Assignment.
Section 7.9 — Relationship to PSA.
This Assignment is delivered pursuant to and in furtherance of the PSA and the transactions contemplated thereby. In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the PSA, the terms and provisions of the PSA shall control and govern. Nothing in this Assignment is intended to modify, amend, supplement, or supersede any term, provision, covenant, condition, representation, warranty, or agreement set forth in the PSA, including, without limitation, any indemnification obligation, survival period, limitation on liability, or other provision set forth therein. The Parties acknowledge and agree that this Assignment is one of the closing deliverables required under Article X of the PSA and is subject in all respects to the terms and conditions thereof.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests as of the date first written above.
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
EXHIBIT A
DESCRIPTION OF PROPERTY
The real property owned by GMP Westlake LLC, a Delaware limited liability company, is described as follows:
Property Name: Westlake Distribution Hub
Street Address: 11500 Westlake Parkway, Houston, Texas 77082
Property Type: Logistics / Distribution
Approximate Rentable square Feet: 624,000 RSF
Year Built: 2019
Tax Parcel Identification Number(s): Harris County Tax Assessor-Collector Parcel Nos. 041-285-007-0001 and 041-285-007-0002
Legal Description:
Being a tract or parcel of land situated in Harris County, Texas, containing approximately 42.78 acres of land, more or less, being a portion of the Samuel May Survey, Abstract No. 537, and being more particularly described by metes and bounds in that certain Special Warranty Deed recorded under Harris County Clerk's File No. 2019-384721, Official Public Records of Real Property, Harris County, Texas, and as depicted on that certain ALTA/NSPS Land Title Survey prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Texas Registration No. 5847), Project No. MLS-2024-0312, dated February 15, 2024, last revised May 20, 2024, certified to Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and Pinnacle Federal Bank, N.A. (the "Survey"), which Survey is incorporated herein by this reference.
Together with all buildings, improvements, structures, fixtures, and appurtenances situated thereon, and all easements, rights-of-way, privileges, and appurtenances benefiting, belonging to, or in any way appertaining to the above-described real property, including, without limitation, all right, title, and interest of the Company in and to any streets, alleys, passages, and other rights-of-way included therein or adjacent thereto.
Subject to all matters of record and all matters that would be disclosed by an accurate survey and inspection of the Property, including, without limitation, the Permitted Exceptions set forth on Schedule B-2 of the owner's title insurance policy issued by Commonwealth National Title Insurance Company concurrently herewith.
EXHIBIT B
DESCRIPTION OF MEMBERSHIP INTERESTS
The membership interests assigned pursuant to this Assignment and Assumption of Membership Interests are described as follows:
Issuer: GMP Westlake LLC, a Delaware limited liability company
EIN: 84-2415693
State of Formation: Delaware
Date of Formation: August 12, 2019, pursuant to the Certificate of Formation of GMP Westlake LLC filed with the Secretary of State of the State of Delaware on such date (File No. 7614832)
Foreign Qualification: The Company is qualified to transact business as a foreign limited liability company in the State of Texas, pursuant to the Application for Registration filed with the Texas Secretary of State on September 5, 2019 (File No. 0803547219)
Membership Interests Assigned: One hundred percent (100%) of the issued and outstanding membership interests in the Company
Certificate Numbers: The Membership Interests are uncertificated. No certificates evidencing the Membership Interests have been issued. The transfer of the Membership Interests shall be reflected on the books and records of the Company and evidenced by this Assignment.
Classes of Interests: There is only one class of membership interests authorized, issued, and outstanding in the Company. No other classes, series, or types of membership interests or other equity interests (including, without limitation, any profits interests, incentive interests, preferred interests, or convertible interests) have been authorized, issued, reserved for issuance, or are outstanding.
Prior Sole Member: Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership
New Sole Member: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust
Operating Agreement: The rights, obligations, and economic interests associated with the Membership Interests are governed by the Amended and Restated Operating Agreement of GMP Westlake LLC, dated as of June 6, 2024, executed by Fairwater Real Estate Investment Trust as the sole member of the Company, which supersedes and replaces in its entirety the prior Operating Agreement of GMP Westlake LLC, dated as of August 12, 2019, as amended.
EXHIBIT C
ASSUMED LOAN SUMMARY — LOAN 1-C
The following is a summary of the material terms of the assumed loan relating to the Property. This summary is provided for informational purposes and is qualified in its entirety by reference to the Pinnacle Loan Agreement and the related loan documents.
Cross-References:
1.  Assumption Agreement — Pinnacle Loans (Execution Version), dated June 6, 2024, by and among GMP Westlake LLC, Fairwater Real Estate Investment Trust (as replacement guarantor), and Pinnacle Federal Bank, N.A., pursuant to which the Company's obligations under Loan 1-C are confirmed and Fairwater Real Estate Investment Trust assumes the carve-out guaranty obligations with respect thereto.
2.  Replacement Guaranty — Pinnacle Loans (Execution Version), dated June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., pursuant to which Fairwater Real Estate Investment Trust guarantees certain recourse carve-out obligations of the Company under the Pinnacle Loan Agreement with respect to Loan 1-C, replacing in its entirety the prior guaranty of Greystone Meridian Partners Fund III, L.P.
3.  Lender Consent Letter, dated June 4, 2024, executed by Pinnacle Federal Bank, N.A., consenting to the transfer of the Membership Interests and the change of control of the Company from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust, subject to the terms and conditions set forth therein.
[End of Exhibit C]
Item | Detail
Lender | Pinnacle Federal Bank, N.A., a national banking association
Lender Address | 600 Travis Street, Suite 4400, Houston, Texas 77002
Lender Contact | Bradley Carston, Senior Vice President
Lender Counsel | Whitfield & Archer LLP (Sandra Whitfield, Partner), 717 Texas Avenue, Suite 2500, Houston, Texas 77002
Loan Designation | Loan 1-C under the Master Loan Agreement dated September 15, 2020, as amended by that certain First Amendment to Master Loan Agreement dated March 1, 2022, and that certain Second Amendment to Master Loan Agreement dated November 15, 2023
Interest Rate | Fixed rate of 4.22% per annum
Maturity Date | July 1, 2028
Outstanding Principal Balance | The portion of the aggregate $421,600,000.00 outstanding principal balance (across Loans 1-A through 1-H) allocated to Loan 1-C, as specified in the Loan 1-C Supplement to the Master Loan Agreement (the "Loan 1-C Supplement")
Collateral | The Property and all related assets of the Company, as more particularly described in the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing recorded against the Property
Consent | Consent to change of control executed June 4, 2024, by Pinnacle Federal Bank, N.A. (the "Lender Consent")
Consent Fee | Pinnacle Federal Bank, N.A.'s aggregate consent fee of $1,054,000.00 (representing 0.25% of the aggregate outstanding principal balance of $421,600,000.00 across Loans 1-A through 1-H); the allocated portion attributable to Loan 1-C shall be determined pro rata based on the outstanding principal balance of Loan 1-C relative to the aggregate outstanding principal balance, as set forth in the Lender Consent
Original Guarantor | Greystone Meridian Partners Fund III, L.P. (as carve-out guarantor under the original Guaranty Agreement dated September 15, 2020)
Replacement Guarantor | Fairwater Real Estate Investment Trust, replacing Greystone Meridian Partners Fund III, L.P., as carve-out guarantor, effective as of the date hereof
Guarantor Financial Covenants | The Replacement Guarantor shall maintain at all times during the term of the loan: (i) a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000.00); and (ii) minimum liquid assets of not less than Fifty Million Dollars ($50,000,000.00), in each case as determined in accordance with GAAP and tested as of the end of each fiscal quarter

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNOR:

ASSIGNEE:

RECITALS

ASSIGNOR:

ASSIGNEE:

EXHIBIT A

DESCRIPTION OF PROPERTY

EXHIBIT B

DESCRIPTION OF MEMBERSHIP INTERESTS

EIN: 84-2415693

EXHIBIT C

Record

Parties

Dates

Amounts